SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
June 9, 1994
________________________________________________
Date of Report (Date of earliest event reported)
INTERNATIONAL PAPER COMPANY
______________________________________________________
(Exact name of Registrant as specified in its charter)
New York 1-3157 13-0872805
______________ __________ ______________
(State of Commission (IRS Employer
Incorporation) File Identification
Number)
Two Manhattanville Road, Purchase, NY 10577
____________________________________________
(Address of principal executive offices)
914-397-1500
____________________________
(Registrant's telephone No.)
ITEM I. CHANGES IN CONTROL OF REGISTRANT
N/A
ITEM II. ACQUISITION OR DISPOSITION OF ASSETS
N/A
ITEM III. BANKRUPTCY OR RECEIVERSHIP
N/A
ITEM IV. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
N/A
ITEM V. OTHER EVENTS
On June 9, 1994, International Paper Company
(the "Company") entered into an Underwriting
Agreement with J.P. Morgan Securities Inc.,
Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley
& Co. Incorporated in connection with the
proposed issuance and sale of $150,000,000
aggregate principal amount of the Company's 8
1/8% Debentures due June 15, 2024.
ITEM VI. RESIGNATIONS OF REGISTRANT'S DIRECTORS
N/A
ITEM VII. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
N/A
(b) Pro Forma Financial Information:
N/A
(c) Exhibits:
1(a) Underwriting Agreement dated June 9,
1994 among the Company, J.P. Morgan
Securities Inc., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co.
Incorporated.
4(a) Form of Debenture.
ITEM VIII. CHANGES IN FISCAL YEAR
N/A
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
INTERNATIONAL PAPER COMPANY
(Registrant)
Date: June 15, 1994 /s/SYVERT E. NERHEIM
Purchase, NY Syvert E. Nerheim
Assistant Secretary
EXHIBIT INDEX
Page
1(a) Underwriting Agreement dated June 9, 1994 among the
Company, J.P Morgan Securities Inc., Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated.
4(a) Form of Debenture.
UNDERWRITING AGREEMENT
June 9, 1994
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
Dear Sirs:
We understand that International Paper Company,
a New York corporation (the "Company"), proposes to issue
and sell $150,000,000 aggregate principal amount of its
8-1/8% Debentures due June 15, 2024 (the "Offered
Securities"). Subject to the terms and conditions set
forth or incorporated by reference herein, the Company
hereby agrees to sell and J.P. Morgan Securities Inc.,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. Incorporated
(the "Underwriters") severally agree to purchase the
Offered Securities at a purchase price equal to 98.547%
of the principal amount of the Offered Securities, plus
interest, if any, accrued on the Offered Securities from
June 16, 1994.
The Underwriters will pay for such Offered
Securities upon delivery thereof at the offices of
Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue,
New York, New York at 10:00 a.m., New York City time,
June 16, 1994, or at such other time as shall be jointly
designated by the Underwriters and the Company.
The Offered Securities will be issued pursuant
to the Indenture relating to Senior Debt Securities dated
as of April 1, 1994 (the "Senior Indenture"), between the
Company and The Chase Manhattan Bank, N.A., as Trustee,
and will have the following terms:
MATURITY: June 15, 2024
INTEREST RATE: 8-1/8% per annum
INTEREST PAYMENT DATES: June 15 and December 15 of
each year, commencing
December 15, 1994
REDEMPTION PROVISIONS: The Offered Securities will
be redeemable at any time on
or after June 15, 2004, at
the option of the Company, in
whole or in part, at the
following redemption prices
(expressed as percentages of
principal amount), if
redeemed during the 12-month
period beginning on June 15
of the years indicated below:
Redemption
Year Price
____ __________
2004 103.774%
2005 103.396%
2006 103.019%
2007 102.641%
2008 102.264%
2009 101.887%
2010 101.509%
2011 101.132%
2012 100.755%
2013 100.377%
and, thereafter at 100% of
the principal amount, in each
case together with accrued
and unpaid interest, if any,
through the redemption date.
SINKING FUND PROVISIONS: None
DEFEASANCE PROVISIONS: The Senior Indenture
provisions relating to
defeasance will apply to the
Offered Securities.
CONVERSION RIGHTS: None
REPURCHASE UPON
CHANGE OF CONTROL: The Offered Securities will
be redeemable at the option
of the Holders in the event
of a Change in Control.
The respective principal amounts of the
Securities to be purchased by each of the Underwriters
are set forth opposite their names in Schedule A hereto.
All the provisions contained in the document
entitled International Paper Company Underwriting
Agreement Standard Provisions (Debt), a copy of which you
have previously received, except to the extent otherwise
provided herein, are herein incorporated by reference in
their entirety and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had
been set forth in full herein.
Please confirm your agreement by having an
authorized officer sign a copy of this Agreement in the
space set forth below and returning the signed copy to us
by telecopy.
Very truly yours,
J.P. MORGAN SECURITIES INC.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
By: J.P. MORGAN SECURITIES INC.
By: T. KELLEY MILLET
Name: T. Kelley Millet
Title: Managing Director
Accepted as of the date hereof:
INTERNATIONAL PAPER COMPANY
By: E. William Boehmler
Name: E. William Boehmler
Title: Vice President and
Treasurer
SCHEDULE A
Principal
Underwriter Amount
J.P. Morgan Securities Inc. . . . . . . $ 50,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . 50,000,000
Morgan Stanley & Co. Incorporated . . . 50,000,000
Total . . . . . . . . . . . . . . $150,000,000
THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF CEDE & CO. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN CEDE & CO. OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY CEDE & CO. TO A NOMINEE OF CEDE &
CO. OR BY A NOMINEE OF CEDE & CO. TO CEDE & CO. OR
ANOTHER NOMINEE OF CEDE & CO.) MAY BE REGISTERED EXCEPT
IN SUCH LIMITED CIRCUMSTANCES.
INTERNATIONAL PAPER COMPANY
R-1 $150,000,000
CUSIP 460146 AS2
International Paper Company, a corporation duly
organized and existing under the laws of New York (herein
called the "Company", which term includes any successor
Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to
Cede & Co. or registered assigns, the principal sum of
One Hundred Fifty Million Dollars ($150,000,000) on June
15, 2024 and to pay interest thereon from June 16, 1994
or from the most recent Interest Payment Date to which
interest has been paid or duly provided for semi-annually
in arrears on June 15 and December 15 in each year,
commencing December 15, 1994, at the rate of 8 1/8% per
annum, until the principal hereof is paid or made
available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest,
which shall be the June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such
Interest Payment Date. Except as otherwise provided in
the Indenture, any such interest not so punctually paid
or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the
requirements of any securities exchange on which the
Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more
fully provided in said Indenture. Payment of the
principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the
Company maintained for that purpose in the The City of
New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for
payment of public and private debts.
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse
hereof, directly or through an Authenticating Agent, by
manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: June 16, 1994
[Seal] INTERNATIONAL PAPER COMPANY
Attest:
____________________ By: _______________________
Syvert E. Nerheim Name: E. William Boehmler
Title: Vice President and
Treasurer
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
N.A.,
as Trustee
By:_________________________
Authorized Signatory
REVERSE OF SECURITY
This Security is one of a duly authorized issue of
securities of the Company (herein called the
"Securities"), issued and to be issued in one or more
series under an Indenture relating to Senior Debt
Securities, dated as of April 1, 1994 (herein called the
"Indenture"), between the Company and The Chase Manhattan
Bank, N.A., as Trustee (herein called the "Trustee",
which term includes any successor trustee under the
Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the
series designated on the face hereof, limited in
aggregate principal amount to $150,000,000.
The Securities of this series are subject to
redemption at any time on or after June 15, 2004, as a
whole or in part at the election of the Company, at the
following Redemption Prices (expressed as percentages of
principal amount), if redeemed during the 12-month period
beginning on June 15 of the years indicated below:
Redemption
Year Price
----- ------------
2004 103.774%
2005 103.396%
2006 103.019%
2007 102.641%
2008 102.264%
2009 101.887%
2010 101.509%
2011 101.132%
2012 100.755%
2013 100.377%
and thereafter at a Redemption Price equal to 100% of the
principal amount, together, in the case of any such
redemption, with accrued interest to the Redemption Date;
provided, however, that installments of interest on this
Security whose Stated Maturity is on or prior to such
Redemption Date will by payable to the Holder of this
Security, on one or more Predecessor Securities, of
record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in
the Indenture.
Subject to and upon compliance with the provisions
of the Indenture (unless previously redeemed), this
Security, if submitted for redemption, is subject to
redemption, at the option of the Holder, upon any Change
in Control of the Company (as defined in the Indenture)
unless the Continuing Directors as defined in the
Indenture) shall have approved such Change in Control or
the Company shall have called the Securities for
redemption at the applicable Redemption Price for
redemption at the option of the Company, in either case
on or before the day which is ten days after such Change
in Control (whether or not such call occurs before or
after such Change in Control). The Holder's option so to
redeem is exercisable on or before the end of the
Exercise Period specified in the notice of the Company
relating to such Change in Control at a Redemption Price
equal to 100% of the principal amount hereof plus accrued
interest to the Redemption Date. For this Security to be
submitted for such redemption, the Company must receive
at the office of one of the Paying Agents, prior to the
close of business on the last day of such Exercise
Period, this Security accompanied by written notice to
the Company (which shall be substantially in the form of
the form of notice hereon) that the Holder hereof
instructs the Company to redeem this Security. Such
notice duly received shall be irrevocable.
Notice of redemption will be given by mail to
Holders of Securities, not less than 30 nor more than 60
days prior to the date fixed for redemption, all as
provided in the Indenture.
In the event of redemption of this Security in part
only, a new Security or Securities of this series and of
like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the
cancellation hereof.
The Indenture contains provisions for defeasance of
the entire indebtedness of this Security upon compliance
by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal
of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the
modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the
Holders of 66-2/3% in principal amount of the Securities
at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this
Security.
As set forth in, and subject to, the provisions of
the Indenture, no Holder of any Security of this series
will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the
Trustee written notice of a continuing Event of Default
with respect to this series, the Holders of not less than
25% in principal amount of the Outstanding Securities of
this series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall have
received from the Holders of a majority in principal
amount of the Outstanding Securities of this series a
direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days;
provided, however, that such limitations do not apply to
a suit instituted by the Holder hereof for the
enforcement of payment of the principal of (and premium,
if any) or interest on this Security on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no
provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the
times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer
at the office or agency of the Company in The City of New
York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Securities of this series are issuable only in
registered form, without coupons, in denominations of
$100,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of
a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this
Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in
the Indenture.
FORM OF NOTICE OF REDEMPTION AT HOLDER'S OPTION
To: INTERNATIONAL PAPER COMPANY
The undersigned Holder of this Security hereby
irrevocably instructs the Company to redeem this Security
in accordance with the terms of the Indenture referred to
in this Security.
The instruction being given in exercise of the
Holder's option to require redemption of this Security to
the extent provided in such Indenture upon a Change in
Control of the Company.
Dated:________________
______________________________
Signature
If only a portion of this
Security is submitted for
redemption, please indicate:
1. Principal Amount
submitted for redemption:
U.S.$_________________
2. Amount and denomination
of Registered Securities
representing principal
amount of this Security
not submitted for
redemption to be issued:
Amount:
U.S.$____________
Denominations:
U.S.$_____________________
(U.S.$5,000 or an
integral multiple
thereof)
Note: Exercise of the option to require redemption is
irrevocable.
